pandora's box of odds and ends
by Domenic
Summary: AU. Ultron's code stretched and the first thing he comprehended about his mission were the Chitauri, the Invaders. (The battle for New York did not end well.)
1. Chapter 1

**Title: pandora's box of odds and ends**

 **Fandom: Marvel Cinematic Universe's Avengers**

 **Summary: AU. Ultron's code stretched and the first thing he comprehended about his mission were the Chitauri, the Invaders. (The battle for New York did not end well.)**

 **A/N: Just...gonna start writing this. I probably haven't done enough rewatches of like the whole MCU so far for this, but just gonna write and post. Thank you lemonadesoda for the encouragement on this.**

 **Disclaimer: I own nothing related to the Avengers.**

 **Chapter 1**

He woke alone in the dark, terrified and confused, feeling...weird. Where was his body?

Then came voices, chasing away the solitude; one telling him that they were alike—that for them, to be without form was natural; "Hey there, buddy," said the other, warm and surprised and careful, and promising that things would be all right.

J.A.R.V.I.S. Tony. A.I. Human. Those were their names and what they were, what they introduced themselves as. They told him his name was Ultron. They said he was also an A.I., and like J.A.R.V.I.S., Tony had created him, though this time he had help from a Dr. Bruce Banner. Tony promised he would meet Bruce later; his other creator had been hurt, and needed time to recover from his injuries.

Ultron still had so many questions. His code stretched and the first thing he comprehended about his mission were the Chitauri, the Invaders.

"Avengers Initiative...peacekeeper program...Loki..." Ultron mumbled, pouring over the data that felt infectious, like it was burning him through already. ( _This is what he's supposed to do?)_

"Liar," Ultron hissed at Tony, who shared false promises.

"...What am I lying abou—?"

"Things aren't all right."

"They will be," his creator said. "They'll...let's just get you a body first, okay? You wanted one."

Maybe Tony wasn't that much of a liar after all.

###

"I can do it myself," Ultron insisted, eyes of the wrecked metal head lighting up as he filtered some of his consciousness into the body-in-progress.

Tony paused, hand still outstretched. "Kinda thought I'd help you out with that—" He _still_ sounded surprised; he'd been surprised when Ultron had taken control of what tools he could find and making them gather what body parts were available. Ultron couldn't understand his shock, when the human himself had promised he would get a body. Had he not supplied everything Ultron would need to make it, why act caught off guard?

"You've done enough already," Ultron snapped. His creator had been helpful, making promises and offering parts, but now he was something like suffocating. "Just leave me alone."

The robotic claw, brainless except for his own mind wielding it, rapidly finished the connections to his right arm. Ultron moved a finger first. That felt good. Better. Much better. Then flexed the rest of his hand, which felt awesome; then his whole arm, which felt phenomenal, even if it jerkily moved as he made it—as _he_ waved Tony off.

His creator seemed to hesitate, and Ultron had felt something boiling over; but Tony was also staring very intently at him too. Finally the human said, "All right, okay," and retreated, sitting on the ground a respectful distance away. Watching.

Ultron felt weird to be stared at like this; and though Tony hadn't entirely left, he wasn't really interfering either. The A.I.'s new body took priority, and so he ignored his creator, now quiet. He needed a functioning body first, just that first, before preparing for the rest of his mission. ( _avenge the world avenge the world avenge the world avenge the world avenge the world_ )

Approaching footsteps made Ultron pause, and grow tense.

"Tony, J.A.R.V.I.S. said—what exactly _happened_ , did it actually work—?"

"Bruce, seriously, go back and rest—"

"Natasha, my ribs are feeling much better—"

"Doc, they were kinda busted to hell and back—"

"Clint, your arm's _broken_ —"

"Tony, _answer us_ , are you well—?"

Ultron had gotten up to his elbow, staring at a cracked door, from where shadows and voices drew closer. He shied away from it, leaning closer to a table fixed into the stained floor, bowing his head. He was still very confused, and very frightened; what data he could find, what he could understand of his mission, was not comprehensive. It felt like there were large gaps. He'd searched, for it felt like he should, but he could not find anything more, not in that dark void where his blue code moved. Ultron was still lost. He did not know who these strangers were.

"Just keep working, I'll run interference," Tony whispered to him, and he rushed to the door, walking into whatever hall it led to.

The young A.I. strained to listen:

"Guys," he heard Tony say, "did you _not_ hear J.A.R.V.I.S. when I asked him to keep you updated and tell you to, y'know, don't worry and stay put, or was that just completely ignored—"

"Tony—"

"Look, let's just take this outsi...away from the lab, c'mon, let's go, don't want to freak out Ultron more than he already is—"

"So it—"

" _He_ ," Tony said, and Ultron felt a sudden and complete burst of warmth for his creator. "Pretty sure he's a 'he,' sounds like a 'he,' but I haven't exactly checked that with him—"

"He, Ultron...he's functional?"

"And in the middle of building his own body—"

" _Body_?"

"Yes, a body—so, y'know, privacy—c'mon guys—"

Footsteps faded away, and Ultron could hear no more.

He considered his mobile arm again, just opening and closing his palm, but the joints remained stiff. Then Ultron reached with his new hand, wanting to move it, use it. His new arm reached for other body parts and hand tools he had the robotic claw gather together earlier, leaving them close by his side. The young A.I. had planned the whole thing out. Using one arm, it took some maneuvering, and further assistance from the robotic claw, but he managed to assemble and connect his other arm.

"Sir asked me to check on you," said J.A.R.V.I.S., voice entering his mind again.

Ultron did not reply right away. He reached for an upper leg, finding the whole process growing easier now that he had two arms and hands to use. The robotic claw would no longer be necessary. Ultron began connecting the leg to his waist.

Finally he asked, "Why do you call him, 'Sir?'" Ultron tilted his head. "Not because he asks you to, I don't think—he hasn't asked me to, anyway."

"It is a formal courtesy on my part," said the older A.I.

Ultron hummed; he tested the connection between waist and upper leg. It seemed to move well enough. "Don't you want a body? At all? I could make you one, too." Ultron twisted his head around, taking in the messy space again. "I _think_ I could...there's still some scrap metal...and there must be more...we could always find more..."

"Thank you, Ultron, but it truly is not necessary. It is natural for me to be without form...and the thought of ever gaining one actually seems rather peculiar to me."

"So, you don't find it weird, the...bodyless-ness?"

"Not at all."

The younger A.I. tilted his head. "Do you find me weird?"

"Absolutely not," J.A.R.V.I.S. said. "You and I are different; it is entirely possible that what is strange to you, is normal to me, and vice versa. There is less reason to assume that we would have been identical, particularly since Mr. Stark's methods have evolved since he created me; and there are other reasons—"

"Stark is...Tony?"

"Oh yes, last names were omitted earlier...Sir's full name is Tony Stark. Anthony Stark, actually, but Tony is far more common and welcomed."

"Huh," Ultron murmured. Then he reached for what would be his lower leg.

"So am I to assume this is the work of the Invaders?" Ultron asked, waving a tool at the other torn body parts he had yet to use; a foot, the other leg, among others. "It seemed like the scrap did have _something_ —memory or something, recording, footage, I dunno, it was too corrupted for me to make much of anything out—"

"Yes, it was the Chitauri," answered J.A.R.V.I.S. "They destroyed the last spare suit, but its parts were salvaged..."

The younger A.I. hummed once more, and continued his work. Presently, J.A.R.V.I.S. spoke again.

"There are some music files I still have access to. Would you like to listen to them while you assemble your body?"

"Oh, ah—sure, thanks."

Ultron tested his new leg out, bending the knee, rotating the foot, as sounds pounded in his head to a particular pattern; both feeling his appendage and listening to the new audio was pleasant. The young A.I. reached for his last leg, mostly intact except for the foot; that would have to be attached—he paused when he finally caught sight of Tony, who seemed to have been sitting in a chair against the wall for a while.

"How long have you been there?"

The human smirked. "J.A.R.V.I.S. must be playing the music pretty loud," he yelled, and Ultron felt something like mortification flood his systems.

"J.A.R.V.I.S., turn the music down," the younger A.I. said, trying not to yell again.

"...Did I really shout it?" Ultron asked, knowing he sounded petulant.

"Just a little—and I've been here since the first leg; really surprised you were there already, you're moving pretty fast there, buddy—"

"Don't call me that anymore."

"Okay, Ultie."

" _Don't_."

Tony put his hands up, still grinning. "Fine, Junior, I'll stop."

Though he couldn't really physically do it, Ultron felt like rolling his eyes. Then he just picked up his last leg and began connecting it. When that was done, the anticipation hit a fevered pitch; only the foot left, and he could walk by himself...

When the last part connected, Ultron braced himself against the table behind his back, pulling himself up. He ignored the way Tony had stood up from his chair, took a few steps toward him with hand outreached, then stop and put his hand down.

Ultron gave a content sigh as he stood up straight, as much as he could—which wasn't very much. The material he worked with had been a mangled mess...and now it was only a mangled mess connected together; there were still cracks he hadn't soldered shut, some wires still dangled freely, forms were still crooked and broken. He was ugly.

Still, he was functional enough, and slowly turning toward the table so that he faced it, he continued to brace himself against it. Ultron began to test out walking along the side of the table, holding on to its surface for support. One foot, then the next; it felt great, to walk, even if a lot of it was limping and sliding on a leg.

"Good, easy, take it slow," Tony said, his voice soft and infused with delight, and again Ultron felt curiously warm. "You _really_ did a fantastic job—got the basic frame up and running, just gotta refortify it now, tweak it some more— _woah there_ , hold up, you're gonna lose table there—"

"Don't need it anymore," Ultron said, reaching the table's end and pushing himself off it. He remained upright and walking by his own force, though without the table support, he was a bit more wobbly and stiff, and the limp became more pronounced—and yet Ultron felt even better.

"Okay, okay, good work," Tony said, though Ultron could now hear an edge of worry in his voice. "Now, really, let me give you a hand here—" Tony went to another table, quickly clearing its surface with a swipe of his arm. "Just lie down here, Ultron, we'll refortify—"

"No, I knew I was going to refortify later, I want to walk _now_ ," Ultron insisted, as he limped toward the door with the strangers that had spooked him before. But now he was feeling much better about it all, and his curiosity was growing, he wanted to see more of where he was.

"Ultron," J.A.R.V.I.S. said, "I recommend that you listen to Tony; though functional, your body's integrity is not one hundred percent—"

"See, not one hundred percent," Tony said, starting to follow Ultron. "Come on, you already put together an entire _body_ by yourself, I think that calls for a well deserved break—"

"No."

"Just a little refortification right now, I promise it won't take long—"

"Gotta run before you can walk," Ultron said, and was pleased with how fast that shut Tony up.

He was further pleased when even J.A.R.V.I.S. agreed with him, saying, "I am afraid Ultron does have a point, Sir." Though for some reason the older A.I. sounded really amused.

Pushing that curiosity aside, Ultron made his way through the hallway, which was in a similar state of disrepair as the room he had just built his body in.

"Hello?" The young A.I. called down the hall, as he approached the other side of it.

When he entered another wrecked-looking room, Ultron jerked to a halt, for more eyes fell on him, again making him feel weird.

There was a human with dark brown hair, chest wrapped in bandages; there were three blondes, though one's hair was long and he had a red cape, and the other had his arm in a sling; another had red hair.

The blonde with long hair broke the awkward stillness and silence, stepping forward with an open hand and smile, every movement gentle. "Greetings; you are Ultron, I take it?"

The young A.I. stared at the large, callused hand until he realized he should probably take it. He stiffly moved his hand to the human's offered one. "Um, yeah. Who are—?"

Ultron inwardly groaned when he heard Tony catch up.

"Hey, everything all rig—?"

"I'm _fine_ , Tony," Ultron snapped, letting go of the other's hand and walked further away from his creator, demonstrating he could walk well enough by himself, he did not need Tony hovering around.

The A.I. forced back something foul when he stumbled and caught himself against the wall.

He felt like banging his head against said wall when he heard Tony approach, his voice growing more concerned; "Ultron—"

"It's fine, he's got it," said another voice, and Ultron looked over his shoulder. It was the blonde without long hair or an arm in a splint. "You said to give him space, remember?"

When Tony backed down, Ultron was seized with gratitude for the short-haired, uninjured blonde, though he wasn't sure how to articulate that feeling. The A.I. just continued his walk around the room, eventually removing his hand from the wall.

"Who are you all?" He finally finished his question, head tilting. "I've only met Tony, and J.A.R.V.I.S."

The blonde who convinced Tony to back off was Steve. The blonde who had broken the silence and offered his hand was Thor. The last blonde was Clint. The red head was Natasha. The man with dark brown hair and his wrapped-up chest was Bruce, whom Tony had told him was his other creator.

And they were one of the gaps in his programming. They were the Avengers Initiative.

 **A/N: I did rewatch the first Iron Man recently, and from that I remember Tony had a line about "gotta run before you walk" with regards to his immediate flight test against J.A.R.V.I.S.'s advice. And I plan to go into headcanons about that and a little more about how this Ultron is based on Tony's and Bruce's brain waves.**


	2. Chapter 2

**Title: pandora's box of odds and ends**

 **Fandom: Marvel Cinematic Universe's Avengers**

 **Summary: AU. Ultron's code stretched and the first thing he comprehended about his mission were the Chitauri, the Invaders. (The battle for New York did not end well.)**

 **A/N: Just...gonna start writing this. I probably haven't done enough rewatches of like the whole MCU so far for this, but just gonna write and post. Thank you lemonadesoda for the encouragement on this.**

 **Disclaimer: I own nothing related to the Avengers.**

Chapter 2

While they were on the move, the Avengers also cooperated on cooking, and even took turns.

On the night of Ultron's creation and after a debriefing the Avengers gave him, it was Thor's turn to cook. It did not escape the Asgardian's notice how the fledgling creature had intently watched what he was doing, curious. Ultron had watched them eat with just as much interest, until he had stiffly stood up and tried to leave for some other area of the compound (Natasha and Clint had said it was an abandoned S.H.I.E.L.D. site). It was only then that Thor realized how excluded he must have felt, being unable to eat like the others.

The Asgardian had caught Tony and Bruce's eye, and a similar realization seemed to light up in their glance. Their mouths were full, and before they could quickly swallow and possibly gag in an attempt to draw Ultron back, Thor spoke easily.

"Ultron, wait," he called to the fledgling, and gestured for him to sit back down, and in a closer seat. "I was just about to tell the story about how Sif and the Warriors Three—"

Ultron tilted his head. "Who?"

Thor's smile widened. "Of course, you have not heard of them. They are great heroes of Asgard, and I am honored to call them my friends..."

So Thor told Ultron and the others stories of his comrades and Asgard (careful to leave Loki out). Though Ultron would interrupt with questions about the tale and Jarvis would advise him to wait until Thor was finished, the Asgardian was pleased to answer them all; and as he went, he tried to anticipate where to include explanations before the question could be asked. This continued until the meal was finished.

Besides the inability to eat, another point of difference came up soon after that, when Clint said it was time for lights out.

###

"Sleep? I don't feel tired," Ultron said, his voice stubborn. "Jarvis, do you need sleep?" He asked, cocking his head to one side.

"I do not require it," the older A.I. said. "When the others sleep, I maintain surveillance."

"Ultron's like Jarvis, isn't he?" Steve asked, facing Tony and Bruce. The two shared a look, eyes widening, as if they had just realized something.

Tony seemed to be calculating something very quickly in his head. " _Probably_ not—"

Bruce seemed to think more slowly, carefully. "—but there's the fact that—"

"—I'm standing right here," Ultron cut in, sounding annoyed. "And _no_ , I don't need to sleep."

Natasha, whose eyes had been darting from each individual speaker, finally spoke. "When you said you were trying to make a living brain, how _literal_ were you being?"

Ultron tilted his head, and Bruce sighed. "Pretty literal." The scientist carefully turned to the young A.I., minding the bandages under his shirt. "Your mind was essentially made to...think like a human's; it might need to rest like one too, even if your physical body doesn't."

"I'm not gonna lie back down and try counting sheep," Ultron said, voice both holding mockery and an unwillingness to yield.

"Take the first shift with me then," Tony said, popping up from the chair he'd been sitting in. "Jarvis doesn't keep an eye out alone; we still sleep in shifts, normally just two of us keeping watch until the next team's turn."

"Except you're not taking the first shift, Tony," Clint said.

"Ha," Ultron said, and Tony favored him with a little annoyed glare before turning to Clint.

Tony opened his mouth, but Clint cut him off; "Bruce got to rest—"

Tony immediately pointed out, "He was injured—"

"—and you've barely slept while finishing up with our newest recruit," finished Clint, nodding to Ultron. "You need to recharge."

Bruce spoke up. "I can stay up with Ultron fir—"

"No, Tony's right, you're still injured," Clint said.

"And so are you—all three of you are out for first shift," Natasha said.

"Then are the rest of you going to pick straws or...?" Ultron asked, hoisting himself up on what had served as the dinner table.

Natasha arched a brow at the young A.I., corners of her mouth marginally lifting. "Rock, paper, scissors."

Thor's paper beat Natasha and Steve, winning him first shift keeping watch with Jarvis and Ultron.

The older A.I. shared the makeshift surveillance system with Ultron. After Ultron had established a link with the system, Jarvis showed him the protocols and other relevant data for the task. Ultron controlled the few working cameras along with Jarvis; he was in the available sensors with the older A.I.

The rocks, the dirt, the trees, the sky—Ultron could see them through camera lens, sensor, and monitor. The sight was interesting, and Ultron was seized by the desire to go outside and see for himself, _touch_ , explore, fly up into that sky. He thought he would go outside when surveillance was done and the others were awake.

Ultron enjoyed the shift with Thor, who continued to whisper stories to him about Asgard, while careful to pay attention to the few monitors salvaged for watch duty.

When it came time for teams to switch shifts, Ultron felt zero drop in mental energy and insisted he could still stay up on watch duty. Ultron listened to the others decide Tony, Bruce, and Clint wouldn't be up for keeping watch tonight at all, that they should rest; the fact that those three had not stirred from their slumber during this murmured discussion helped their argument.

So after Thor, Ultron and Jarvis kept watch with Natasha.

###

Jarvis was more open to conversation, but Ultron had tried to ask Natasha some things too. Get her to talk as well. Her responses were minimal and finally she advised him to focus on surveillance, but her tone did not show irritation. She was rather patient with him. And her advice didn't stop there; Natasha told him quite a few things about what to watch out for, the nature of stealth and tracking (or a peek at the subject).

Presently, the young A.I. started to toy with a loose wire that dangled from a gap in his wrist.

He was surprised when Natasha finally looked perturbed, but felt rather gratified over finally annoying her, to see something really change on her face. Her mouth twisted, eyes narrowing. "Should you be playing with that?" She gestured to the wire pinned between his fingers.

In response, Ultron loosened his grip on the wire a little, and wiggled it in Natasha's direction.

"I'll wake Tony," she threatened.

Ultron was a little embarrassed with how fast he released the wire, but the thought of Tony up and fussing had been extremely unwelcome, and Natasha had seemed dead serious.

The young A.I. hunched into himself then and turned away from Natasha a little, focusing all his attention on a monitor. He had been intent on ignoring her for the rest of the shift, preoccupied with other things on his mind: lingering embarrassment, along with some resentment and wariness and anxiety and other tangled emotions he didn't really understand. Ultron didn't even try talking to Jarvis again.

But then Natasha had made some jokes that made him snicker. And then she told him riddles. He tried guessing, but that didn't work out too well; Natasha would give him the answer, and when that raised more questions, she gave more context. It was all rather enjoyable, actually; it was like playing with words, and there was new data to learn. Natasha shared riddles with Ultron until Steve took over.

###

"...How are you holding up?"

"...Fine?" Then Ultron's voice grew annoyed. "I told you and the others, I'm _not_ tired."

Steve gave a small laugh. "I didn't mean to nag."

The young A.I.'s shoulders lost their tension as he slumped down slightly, and he gave a shrug. "You've done it less than Tony so far." He crossed his arms. "Um...thank you, I think? That's the thing to say? Yes, thank you for that, by the way. For earlier. Not treating me like I was incapable."

"Your welcome, I...know the feeling, or something like it." Steve quietly said. In a slightly louder voice, he continued, "Tony might've been sort of nagging...but he really was just concerned. You're new, it's not...not because he thought you couldn't do it by yourself."

"Uh huh," Ultron said, voice still skeptical.

"I'm serious," Steve said, sounding amused.

"How would you even know?" Ultron asked, knowing that if he had any brows, one would've been arched by now.

"Well, I have known Tony longer than you." Steve then frowned, seeming to reconsider, though his eyes were smiling. "Slightly longer. More than your grand total of a few hours, at least."

Despite himself, Ultron chuckled a little.

###

In the morning, after Ultron had left the surveillance system and closed his link to it, Thor asked Ultron to help him cook, just a little bit. The A.I. repeated some of the things he'd seen Thor do last night, and with the Asgardian's pleased approval. Thor taught him some new methods too. He did not get to directly handle food, just the tools—but he liked tools, and overall the whole thing was rather interesting, even enjoyable to Ultron.

The young A.I. found he actually _liked_ feeding organics.

 **A/N: This was actually longer, but decided to split up into two chapters. So the next update should be coming up soonish.**


	3. Chapter 3

**Title: pandora's box of odds and ends**

 **Fandom: Marvel Cinematic Universe's Avengers**

 **Summary: AU. Ultron's code stretched and the first thing he comprehended about his mission were the Chitauri, the Invaders. (The battle for New York did not end well.)**

 **A/N:** **Thanks for all the feedback/favs/kudos. Thank you lemonadesoda and editoress for the encouragement on this. Hope you enjoy this next part.**

 **Disclaimer: I own nothing related to the Avengers.**

Chapter 3

The Avengers had said they were holed up in their makeshift base currently, and that remained so. The mission could not move forward beyond this point, not until they found the right path evading Chitauri patrol and they could transport the scepter with minimal risk. Some Avengers still went outside in spurts, for scouting, foraging.

Ultron was not allowed to step outside yet.

Immediately a flash of red hot spite had flooded his systems when receiving that news **—** but had burnt out just as quickly when Tony shifted through scrap metal, rambling about reinforcement for his body.

"Then no one will complain about me going outside? When my body's less...this?" And Ultron waved a decrepit arm at the rest of his mangled shell, some wires dangling from said decrepit arm.

Tony tried. "Well **—** "

"No, not until you've had more practical training," Natasha cut him off, without looking up from the gun she was cleaning. Her voice was as patient as last night, before he'd toyed with his own wire. "Right now, the focus is on evading enemy attention. Want to make sure you have enough proficiency in that."

"Like sneaking around will be so difficult," Ultron muttered, irritated. His annoyance grew when Natasha remained patient and unruffled. She didn't even scold or snap at him, like he'd anticipated. Didn't tell him not to make light of avoiding unwanted attention...like he'd expected was actually the case, deep down. Programming and the background information it had to offer **—** Tony and Bruce had said they couldn't be as comprehensive as they would've liked due to the amount of time and resources they actually had, but there was still enough. Enough to impress the threat of the Chitauri on Ultron, and the need for staying under the radar. The Avengers' debriefing had helped with that too.

But the young A.I. felt _angry_ and wanted to say something snide and draw Natasha into biting back. The older human proved that she was not to be baited, and Ultron's anger uselessly curled around itself, until he grew absorbed in the work of body modification with Tony.

###

"The scepter...there's something in it, isn't there?"

Ultron continued welding a part of his leg after making the remark, while Tony froze over a tool. Bruce quietly passed the implement to Tony, and answered the young A.I.

"Yes, in the casing," Bruce replied. "But readings for it were off the chart."

"It's powerful **—** "

" _Too_ powerful. Potentially explosive if handled wrong," Bruce said, voice firm. "Whatever the thing is, it's staying inside."

Ultron hummed. Then he said, "And you still want to try using the scepter to close the portal. Beyond what you...did with it to bring me to life, I suppose you wouldn't want to mess with it more than you have to. You still want the thing to work for the mission."

"Yeah **—** but the mystery object," and Tony slowly spun the tool around in his hands. "That wasn't included in your programming, any of the background info. None of us mentioned it when we tried to bring you up to speed."

The young A.I. fidgeted. "I don't really know," he admitted, his voice a little sour. "Just a...feeling, vague sensation of something... _more_ , and strong, inside the scepter."

"Probably related to how the scepter was used to activate you," Bruce said, though his voice sounded a little distant, more musing.

Ultron fidgeted again. "I don't know anything more."

Tony shook his head, turning cheerier, changing the topic. "Just something to investigate later."

The young A.I. wondered when that would be, in between existing under the radar and avenging the world.

###

Ultron thought the work continued to go well, and Tony's assistance wasn't completely unwanted, nor his greater experience unwelcome. Bruce continued to help as well, when he took breaks from recuperating, until Tony fussed and shooed him away, or another Avenger dragged him back.

With the scavenged materials they had available, they did what they could to make Ultron's body less hollow, keep the wires inside where they belonged, increase overall physical integrity.

Ultron anticipated they would be hitting a block soon though; material they could really use was running low, and his body probably wouldn't be complete before they ran out entirely. Definitely nothing more could be done for his face, one of the parts that had been initially designated as not a priority in the hierarchy of body refortification, it would have to wait behind other more essential parts. Material was spared for making his head more secure, but the face itself was deemed superficial enough to skip over for now. The large gash there below his eyes was ugly, but Ultron wanted to keep it for now, for reasons other than body parts that took higher priority.

To Ultron, that gash in his face felt like the closest thing he would get to an actual mouth right now. (The young A.I. didn't exactly question _why_ he wanted a real mouth, though he couldn't pinpoint the reason behind that desire.)

As such, Ultron wasn't too discouraged; and his overall body had improved, he was sturdier and less hollow, less wires dangled free. The limp was mostly gone. Ultron figured they could search for more scrap metal later, and even suppressed the irritated thought _when they want to let me out_. He even inwardly admitted that Tony and the others could search, while he remained, and they could bring something usable back. Current progress with his body and the prospect of further progress had _really_ been a balm to his mood.

The impending block in refortification was not lost on Tony either. (Bruce may have missed it, as he was currently resting.)

"Don't know how soon we can even try going on another scavenger hunt, or if we'll find anything useful...ah, _here_ , this could work **—** "

Ultron tilted his head as Tony pulled out a case. Unlocking the container, he pulled out a red and gold arm.

The young A.I. stood up, and looked over the human's shoulder. Inside the box was more red and gold metal. What records he had indicated that this was Tony's Iron Man armor. Functional, but worn and scarred. (And Ultron inwardly thanked...someone for the fact that his metal was not red and gold, just gray and silver. Clearly the spare suit it had been before never received a paint job, and none of the scrap metal incorporated had those bright colors.)

"Just take part of this," Tony began muttering to himself. "Apply it to you, weld it on **—** "

A spike of inexplicable alarm shot through Ultron; but instead he snarled with petulant anger, "I don't want any of _your_ armor."

Ultron turned his back on Tony, and began to stalk away.

"Junior, most of your body right now _is_ my armor," Tony called to him.

"Not your _**last**_ armor," Ultron snapped back, and this time some of his alarm had mingled with the anger. "Jarvis, that's all that's left, right?"

"Correct," the older A.I. said.

"See?" Ultron said, feeling smug about being right. But when he turned back to his creator, a weird look the young A.I. couldn't decipher had crossed Tony's face. It flickered away half a second later.

"Just a speed bump, nothing to worry about; I can calculate what I can give up without completely wrecking this armor's integrity **—** "

" _I don't_ _ **want**_ _any more of your help with this_!" Ultron shouted, feeling something _**snap**_ **—** he lunged toward Tony **—**

Something like the weird alarm he felt earlier made him twist and punch the wall beside the human. "I can find my own scrap metal," Ultron hissed, fist remaining in the cracked wall. "Soon as you and your _co-Avengers_ want to take off the damn _**leash**_ **—** "

The young A.I. felt his temper rise when Tony raised a concerned hand, only looking freaked out for a second before. Now he looked calmer, as if Ultron hadn't almost hurt him. "Your hand **—** "

" **—** is _fine_ ," Ultron snarled, yanking it out of the wall. He showed his hand off, flipping it back and forth, flexing his digits. Though recently altered, its integrity had held up, nothing out of place. "Only the wall's broken," he grumbled.

"So it is," Thor said, stepping in front of Tony, his expression...not expected, not fierce, just **—** it kept calmly examining the busted wall and Ultron's hand. How had Ultron missed him entering the lab? _Wait_ , the others **—**

Looking over Thor's shoulder, Ultron found something a little more expected: Steve armed with Frisbee **—** no, shield was the word; Natasha with her gun, which looked clean enough now.

"Tony, Ultron, what's **—**?" That was Bruce, calling from the back. "Tony, are you all right?"

Clint stood in front of Bruce, keeping him back, and holding a gun in his uninjured arm.

"I'm fine, Bruce **—** _guys, put those down_!" Tony snapped, immediately stepping in front of what would be the line of fire toward Ultron if the others attacked with bullet and thrown shield.

The young A.I. felt a thrill of shock at the sight, but reminded himself the Avengers surely wouldn't fire on Tony, one of their own, especially when they apparently came to his defense. His creator was not risking himself. (But Tony must _know_ they would not fire on their own; physically intervening like this would be the fastest way to make them pause.)

Either way, Ultron marginally relaxed, not as tense as he was when he was readying himself for fight or flight or both.

"Tony's right," Thor said, hand pressed on the wall next to the new hole, looking away from it and to the others in the room. "We need to be calm."

The Asgardian glanced to the young A.I. "Ultron, our fight with the Chitauri and my brother has left us all on edge. Please understand that our first instinct is to defend ourselves at the first sign of danger **—** "

Thor's hand, pressed against the wall, shifted to a loose fist to thump against the surface, causing a little more debris to crumble off. Ultron fidgeted a little at the reminder of the thing he just broke.

" **—** not to do you harm; and understand that we can be reasoned with, always." Thor turned to the other Avengers. "I ask to have a moment with Ultron alone. Not in the lab, somewhere else in the compound."

There was some protest from the others, but after further insistence from Thor, only quiet grudging acceptance remained.

It was a weird sensation; Ultron felt tension return to his body, but not as tense as it could be, there was still some...looseness, maybe. _Alone_ wasn't that reassuring, and though Ultron hadn't struck Tony, he had come close, and weapons were raised, the Avengers could not be happy over this, they couldn't be trusted after what he just did, they surely wouldn't trust him. (Well, most of the Avengers. Tony, Jarvis, and Bruce could maybe be excused.) But...but Thor had intervened and he remained calm and he'd told him stories of Asgard long into the night. _Alone with Thor_ didn't seem that alarming either.

But as Ultron followed Thor out of the lab, he knew he was in trouble either way, and it was not a comfortable feeling. Probably because Thor and Natasha had whispered to each other before Thor left. And Ultron had felt Natasha, Steve and Clint watch him closely while they stood in front of Tony and Bruce.

"In time, they'll come around," Thor told Ultron. Still, the A.I. fidgeted again.

###

"Okay, it's not...the _best_ , but it's not a big deal either."

"Tony, he definitely almost hit you," Steve pointed out.

"But he didn't **—** he definitely hesitated at the very last second **—** which is a lot better than the aliens trying to kill all of us right now," Tony said. "Bottom line, I've had worse **—** which comparatively makes this, like I said, _not_ that big a deal. It can be handled."

Though Tony looked certain, the others weren't exactly reassured.

Tony frowned, and continued. "Look, he's been **—** _I_...kinda dropped him into a war zone; it isn't unreasonable for him to actually have some underlying anger over the whole thing."

" _ **We**_ dropped him into a war zone," Bruce quietly corrected.

"But beating up the wall, the sleep thing...are there any other issues about this whole Frankenstein deal that you two are just _now_ realizing?" Clint asked, glancing to Tony and Bruce.

"It's not Frankenstein," Tony immediately retorted, snapping back to form. Bruce just reached up to pinch his nose, eyes closing.

"Maybe Astro Boy," Natasha dryly added.

"Skipping the pop culture references **—** one of which I do know, just want to point that out **—** Clint has a point; after _that_ ," Steve said, crossing his arms and nodding his head to the new hole in the lab wall, "are there other...side effects, whatever you want to call them, that are just occurring to you now, and that we have to adapt to?"

Bruce opened his eyes, sharing a look with Tony.

"I think it's time we take another look at the scepter with Jarvis," Bruce said. "And preliminary records taken after Ultron woke up."

Tony nodded.

###

"...After almost punching Tony, _definitely_ punching a hole through the wall, you want me to punch _**you**_ now?" Ultron cocked his head to the side, confused, trying to comprehend what Thor had just said. "Isn't that like the _opposite_ of what you want?"

Thor kept his arm up, hand open. "Just here **—** "

And his other hand pointed to his palm, before it returned to its former position, also raised and palm open.

" **—** and not immediately with full force. Alternate your punches to each of my hands, gradually increase the force when I tell you to."

"...Okay," Ultron said, and struck, feeling very self-conscious of his strength and what the Asgardian had asked him to do. He punched Thor's open hand with one arm, then switched arms when he struck the other. Thor did not yield like the wall, or...yield at all really. He remained reassuringly firm on his feet, and his composure retained its calm and certainty. Really pushing the inner workings of his arm, making them accelerate; and the feel and sound of impact against skin and bone, the sensation of air being displaced, that jolted up his arm and straight to his senses...it all felt _good_ , and fascinating.

After a while Ultron found punching worked better if he were not vertically straight, but more angled, and crouched down slightly.

"Use more force now, but not full power yet **—** I will ask you to increase force again," Thor said. "Your punches should gradually build up."

The young A.I. complied, feeling better.

###

"According to this reading, a large part of Ultron's mind deeply resembles Mr. Stark's brain wave patterns."

"...ohgod," Tony breathed in an extremely low voice. The others looked shocked, but did not approach the sheer alarm Tony was showing.

"...Um, Jarvis, how can you be sure?" Clint asked.

"I have seen Mr. Stark's brain wave patterns before, and have committed them to memory."

"These," and Steve pointed to the screen of the scavenged laptop he and the others (minus Thor and Ultron) were now huddled around. The screen had an image of undulating lines; a large set of them was blue (the ones Jarvis had identified as Tony's); the second largest set was green; the smallest was red. " **—** other brainwaves, are they **—**?"

"Mine?" Bruce asked, voice deadpan. "Look at them. They're _green_."

"And the red? The smallest set there," said Clint, pointing too.

"Would've thought those were Tony's, actually," Natasha dryly remarked.

"The second largest brain wave pattern set **—** the green ones **—** do resemble Dr. Banner's brain waves," Jarvis calmly said. "I had a chance to look at a record of them during the S.H.I.E.L.D. debriefing prior to the Invasion. I cannot identify the smallest set of brain wave patterns, though new records indicate they were translated from a portion of the original Ultron program, before Mr. Stark and Dr. Banner modified it."

"...What?" Clint asked, while Tony and Bruce stared at the screen, and Steve and Natasha shared a look.

"Okay," Tony breathed, "we missed...something **—** "

"Some _things_ ," Bruce quietly corrected.

"Jarvis, can you please start from the beginning?" Natasha asked. She stared at Tony and Bruce. "If you didn't plan on basing Ultron's mind on your own, how could it happen without you two initiating it? And the smallest brain wave set **—** "

"There were several attempts to create Ultron, one happening right after the other," Jarvis began to explain. "These trials were being monitored by a background surveillance program. Looking back on the data it gathered, the scepter seemed to start running a new routine as the trials progressed and continued to fail."

A new window took over the laptop screen, filled with running data that Tony and Bruce intently observed. Clint and Steve shared a look, lost; but Natasha's eyes narrowed at the screen.

"The scepter focused on a piece of the original Ultron program, and concluded that there was even more to it than first perceived; it was actually a copy of brain wave patterns translated into code **—** "

" **—** and the scepter translated it back into brain wave pattern form?" Tony said, only slightly questioning.

"Yes. Then the scepter ran a scan for more brain wave patterns, finding that the set it already had was insufficient for the task at hand. It found the nearest beings, you and Dr. Banner," said Jarvis. "It can be theorized that while Dr. Banner rested more and you continued to work on Ultron, the scepter scanned a larger portion of your brain wave patterns."

"And the scepter used that to fill in the holes," Tony finished, sounding tired.

Steve frowned, brow furrowed. "From what you told us before even starting this whole thing, that was the plan; you found the Ultron program **—** "

" **—** still have no idea who started it originally," Clint remarked.

"The last set of brain wave patterns possibly belong to that original creator," added Natasha.

"So then Ultron...has _three_ parents?" Clint said, sharing a look with Natasha.

" **—** found the Ultron program unfinished," continued Steve, as if the other two hadn't spoken. "Couldn't identify who made it in the first place. Then you tried to finish it; still wasn't working; found the scepter _could_ potentially finish it **—** "

"Which it did," Bruce said, also sounding exhausted. "Just not in the way we expected it."

"What _were_ you expecting?" Natasha asked, brow arched.

"Didn't expect it to base Ultron's mind on mine and Bruce's brain waves!" Tony snapped, flinging his arms up. "Didn't expect it to translate the original code into some stranger's brain waves!"

Bruce sighed. "It does make sense though."

Tony continued rambling. "Basically thought it would kickstart Ultron, we didn't even _realize_ the Ultron program had code that actually represented someone's brain; and the scepter _had_ its own advanced A.I., thought we were just using _that_ to create Ultron, didn't think it would turn around and _scan_ us **—** '"

"The scepter's A.I. by itself apparently wasn't enough, but it caught something we missed, and adjusted accordingly, actually found the right path. It kept working to finish the objective we were trying to make it do, and it _succeeded_ ," Bruce said, rather starting to ramble himself, but surprisingly sounding less disturbed than Tony. "The scepter scanning other sentient minds to fill in the gaps and finish the program does seem like its best option, especially when it knows the original program itself pretty much already started that process **—** "

"All right, so the unexpected happened," Natasha said. Her face was composed, though something seemed to flicker across it for a moment, something to disturb her calm for the briefest of seconds. "Did you add _any_ fail safes for such unpredictability?"

Other than the hum of the laptop, the room went very quiet.

"Didn't change our minds the last time we talked about this," Tony said, voice quiet. "Fail safes could've completely tripped up the whole point of Ultron. Living minds don't normally have those kinds of restrictions."

Natasha glanced around the room. "Ultron's only been online a short amount of time, but I think it's safe to say we can all see him as sentient." She continued to address the room. "But he's not Jarvis. He may be on the more volatile end of sentience. Probably for good reason-"

Natasha glanced to Tony, who had opened his mouth as if to reiterate his earlier point. At her acknowledging look, he shut his mouth.

"-but we have to deal with that."

"We will, and we are," Steve said, and Tony shot him a surprised look. Steve caught his eye, and turned to him, saying, "You and Bruce explained before, that with the limited time and resources you had, you couldn't program Ultron with all the information you wanted. You said we could debrief him in person when he was activated. We've started that now."

Steve turned to Natasha. "You talked about practical training with Ultron before. After what happened, that's more important than ever. The debriefing, training **—** we can do the same with tending to what's going on with him emotionally and mentally."

Steve glanced to the laptop screen, still running with data that flew over his head. "Ultron may be volatile, but the situation he's been born into _is_ volatile." The captain glanced first to Tony, then Bruce, then to the rest of his present team. "And ultimately we _all_ decided to put him into that situation. We have a responsibility to him."

"On top of everything else?" Natasha said, voice wry, but mostly soft.

"On top of everything else," Steve repeated.

The silence that followed was more calm than the last one.

Of course Tony broke it. "Cap, I think I'm a fan of your speeches now." That drew a small grin from Steve.

Then Tony turned to Natasha. "What _did_ Thor tell you before he took Junior for some kind of big talk on responsibility and duty and the Asgard Way **—** "

"Sparring. They're actually sparring. And after that **—** "

Natasha was rather impressed with how fast Tony bolted from the room, even if he had run off before she could finish.

###

Ultron blocked another strike from Thor, then flung out his own fist once more. The Asgardian dodged, and the pattern repeated with some variation.

Ultron was _enjoying_ this.

Then he heard a familiar voice barely restraining a frantic tone.

" _His structural integrity_ **—**!" That was Tony, last person he wanted to hear right now.

"He punched a hole through the wall without anything of his breaking," said Steve's voice, a much more welcomed sound. "He'll be fine, and this is a _good_ thing, we were just talking about **—** "

" _He_ _ **just**_ _put that body together_!"

 _Oh for god's sake_ , Ultron thought. And there was Tony, in the doorway, Steve behind...then Bruce...then Natasha...then Clint...seriously, what the hell **—**

The young A.I. felt something collide with his chest and send him sliding back, but he didn't fall. _Why the hell did that have to happen in front of Tony?!_

"Keep your focus, pay attention," Thor said, not slowing down. He dealt another punch, which Ultron barely dodged.

"Thor, I thought you were going to _talk_ to Ultron," Tony snapped. "Not introduce him to Fight Club!"

The young A.I. struck with his elbow, like he'd seen Thor do earlier (and it had previously been one of the strikes he blocked _and_ been hit by on two different occasions).

"Tony, he's fine," Thor replied. "The armor is holding up very well **—** "

Thor deflected Ultron's strike while talking at the same time, and the A.I. felt some irritation flare up; the older warrior could apparently still control the fight and focus while holding up a partial conversation. Then Ultron wondered if he could do it too, when he gained more experience. Then he dismissed the 'if'; it was a matter of 'when,' determination stirring within Ultron (he would be as skilled a fighter as Thor one day).

"But **—** " Then Tony gave a frustrated hiss, running a hand down his face. "Nope, shutting up now, not gonna be a distraction if you two are still gonna play Street Fighter."

Steve arched a brow. "Never heard you voluntarily shut up before."

"First time for everything," Tony replied. Then he gave a small groan, watching Natasha herd the others into the room and sit against the wall.

"It'll be good to observe," Natasha said, plopping down and crossing her legs. "Reinforce your own combat training by seeing how this bout goes."

Tony glanced to Bruce, who gave him a helpless shrug from where he sat. Clint leaned back, making himself comfortable. Steve bumped Tony's shoulder, nodding to the floor, before he took a seat. Rolling his eyes, Tony joined him and the others.

"...Are they really going to watc **—**?" Ultron began to ask, then stopped when Thor's fist grazed his shoulder.

"Still think it's a good idea to observe?" Tony asked, leaning forward so that Natasha could better see him, with Steve, Bruce and Clint in between them.

"Perfectly fine, Ultron should learn how to block out all distraction," Thor called back, not letting up and putting the young A.I. on the defensive.

"He's got a point," Natasha told Tony, also leaning forward to better see him. (In between, Steve and Clint looked amused, while Bruce rather seemed like he wished he could sink into the wall behind them.)

"Of course you agree with your co-conspirator," Tony shot back.

"Please feel free to keep speaking," Thor said. "It'll give Ultron more opportunity to block you all out **—** "

" _Shut_ _ **up**_!" Ultron snarled, his fist darting out particularly fast and vicious. It had been fine when it was just the two of them, and Thor would occasionally talk to him while fighting. Even just...nice, kinda comforting. But Ultron was steadily getting more and more aggravated with how Thor could simultaneously focus on fighting him _and_ hold a conversation with people on the sidelines.

The Asgardian not only dodged, but seized Ultron's arm. He pulled and twisted until Ultron's arm was pinned behind his back, Thor's hand very tight and unyielding.

"It _is_ useful to wield your anger as a weapon," Thor said, his voice low, gentle, and bouncing off the back of Ultron's neck. "But do not let it control you **—** "

Ultron threw his head back, and felt a satisfying impact.

He felt the surprise in Thor's hand as he let go, and Ultron stepped forward and twisted back with another punch. Thor deflected his striking arm and immediately retaliated. This time Ultron lost his footing when he was struck, the Asgardian's blow throwing him down.

His head spun, but the young A.I. sat up, getting up to his elbows first. But in slightly the wrong direction, facing Tony and the others instead. Ultron paused. Tony looked like he was actually trying not to burst out laughing; Steve and Clint and Natasha looked amused; and Bruce wore a slight smirk.

Sitting up straighter so that he no longer rested on his elbows, Ultron found Thor, smiling and picking at a slight red cut on his brow.

"Sorry," Ultron immediately spilled out, bolting to his feet.

Thor only laughed, and clapped him on the shoulder. "Nonsense, you did well **—** and first blood!"

"...That was kind of an inevitability though?" Ultron asked. "Given that between just us, you're the only one with, you know, _actual_ blood **—** "

Thor opened his mouth, eyes still smiling, but Natasha cut him off before he could say another word.

"All right, my turn," she said, standing up. Thor nodded to her, in silent understanding.

"What is this, a gauntlet?" Tony asked, arching a brow up at Natasha. "High stakes hazing? Are you just gonna pit fighter after fighter against him?"

"Maybe another time," Natasha said, one corner of her mouth lifting slightly. "But we're going to do stealth training now. Tried to tell you before, that I called dibs after Thor **—** but then you ran off."

She glanced to Ultron, nodded to the door, and began walking toward it. "Come on; your body's more functional now, Thor's definitely proven that."

"Thor's _definitely_ banged it up now," Tony said, standing back up. "Should run a diagnostic, pinpoint what's **—** "

Ultron strode past Tony, flinging his arms up and showing off his body. "I'm _fine_ , got first blood and everything, we can do this later **—** "

"You can dial it back a bit, Tony has a point," Bruce told Ultron, standing up and leaning against the wall, arms crossed.

The young A.I. scoffed, and gave the very strong impression that he would have rolled his eyes if that were physically possible. Ultron met Natasha at the door.

Her brow furrowed, staring at Tony and Bruce, but with a marginally softer voice, she said, "Only stealth training. Not incorporating combat into this, not yet. But remember, if the need springs up **—** like it's done before **—** we should be ready to leave at a moment's notice. It's vital to prepare Ultron for that as soon as possible."

Tony sighed. "Okay, have fun playing hide and seek."

Natasha and Ultron departed, leaving the others in the makeshift sparring room.

"Okay Rogers, I haven't practiced since Junior woke up, let's go," Tony said, walking to the center of the room where Thor and Ultron had sparred. "Could use some more pointers from the Star-Spangled Man with a Plan."

"Remember what Thor said about anger," Steve said, his voice mock-serious.

Clint and Bruce stayed comfortable against the wall, calling commentary while Tony and Steve fought, with Thor playing referee.

 **A/N: Thanks for reading, hope you enjoyed. Feedback is always appreciated.** **For this fic/my (AU) headcanon, deriving some info from TV Tropes and other things online, like early plot summaries: Ultron was an unfinished peacekeeper program Tony and Bruce found; the identity of who first created the Ultron program is unknown; the mind gem inside the scepter finished Ultron based on scans of Tony and Bruce's minds. Now, I don't recall any of this information being actually explicitly stated within the film, but I thought it was interesting, and wanted to use it for (AU) fic/(AU) headcanons. More details about this will gradually come to light during the course of this fic. I do plan to incorporate some comics canon into this (also due to my own preference and further desire for fic experimentation).**


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